Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2 )*
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Strategic Diagnostics, Inc.
---------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class of Securities)
862700101
---------
(CUSIP Number)
Richard C. Birkmeyer, P.O. Box 661, Landenberg, Pennsylvania 19350
(610) 274-1376
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 9, 2003
-----------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
NOTE. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
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CUSIP No. 862700101 13D Page 2 of 4 Pages
---------- -- --
- -------------------------------- ----------------------------
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard C. Birkmeyer
--------------------
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2 (e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 95,000 (See Item 5)
--------
SHARES
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 95,000 (See Item 5)
--------
REPORTING
----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER N/A
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,000 (See Item 5)
------
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.5%
----
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
- --------------------------------------------------------------------------------
This Amendment No. 2 to Schedule 13D relating to shares of common stock,
par value $0.01 per share (the "Common Stock"), of Strategic Diagnostics Inc., a
Delaware corporation (the "Issuer"), is being filed to report the fact that
Richard C. Birkmeyer has sold shares of Common Stock. Reference is made to the
Schedule 13D and Amendment No. 1 to Schedule 13D filed by Mr. Birkmeyer with the
Securities and Exchange Commission on January 9, 1997 and July 10, 2003,
respectively. Items not included in this Amendment No. 2 are either not amended
or are not applicable.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock of the Issuer. The
principal executive offices of the Issuer are located at 111 Pencader
Drive, Newark, Delaware 19702.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Birkmeyer has options to purchase 95,000 shares of Common
Stock. Mr. Birkmeyer's options to purchase 95,000 shares of
Common Stock represent 0.5% of the issued and outstanding shares
of Common Stock (based on the number of shares outstanding as of
September 30, 2003, as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2003).
(b) Mr. Birkmeyer has the sole power to vote and the sole power to
dispose of 95,000 shares of Common Stock beneficially held solely
by him.
(c) Mr. Birkmeyer sold the following number of shares of Common Stock
on the following dates at the average prices per share set forth
in the following table:
Date Number of Shares Average Price Per Share
---- ---------------- -----------------------
July 14, 2003 20,000 $4.46
July 15, 2003 8,000 $4.4813
July 18, 2003 15,000 $4.13
July 28, 2003 62,000 $4.3808
September 8, 2003 50,000 $3.988
September 9, 2003 150,000 $4.0
September 15, 2003 210,000 $4.257
September 18, 2003 10,000 $4.2
September 23, 2003 7,500 $4.0
September 29, 2003 220,000 $3.85
October 3, 2003 734,745 $4.1
October 21, 2003 7,500 $5.0
November 13, 2003 92,500 $4.5
All of such sales were effected by C.E. Unterberg, Towbin on
behalf of Mr. Birkmeyer through the Nasdaq National Market.
Except as set forth in this Section 5(c), there have not been any
transactions in the Common Stock effected by or for the account
of Mr. Birkmeyer during the past 60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
(e) On September 29, 2003, Mr. Birkmeyer ceased to be the beneficial
owner of more than five percent of the Issuer's issued and
outstanding Common Stock.
Page 3 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
January 16, 2004 /s/ Richard C. Birkmeyer
----------------------------------------
Richard C. Birkmeyer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 4 of 4 Pages